Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | MITESCO, INC. | |
Trading Symbol | N/A | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 220,741,586 | |
Amendment Flag | false | |
Entity Central Index Key | 0000802257 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-53601 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-0496850 | |
Entity Address, Address Line One | 1660 Highway 100 South, Suite 432 | |
Entity Address, City or Town | St. Louis Park | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55416 | |
City Area Code | 844 | |
Local Phone Number | 383-8689 | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 263,148 | $ 1,164,483 |
Accounts receivable | 55,587 | 44,313 |
Inventory | 30,593 | 25,314 |
Prepaid expenses | 92,684 | 72,985 |
Total current assets | 442,012 | 1,307,095 |
Right to use operating leases, net | 3,619,403 | 3,886,866 |
Construction in progress | 608,240 | 1,984,701 |
Fixed assets, net of accumulated depreciation of $151,942 and $19,590 | 5,701,433 | 3,476,164 |
Total Assets | 10,371,088 | 10,654,826 |
Current liabilities | ||
Accounts payable and accrued liabilities | 5,004,635 | 3,976,064 |
Accrued interest | 39,371 | 7,657 |
Derivative liabilities | 26,771 | |
Lease liability - operating leases, current | 276,639 | 161,838 |
Notes payable, net of discounts of $671,973 and $411,568 | 1,488,321 | 588,432 |
SBA Loan Payable | 460,406 | 460,406 |
Other current liabilities | 169,422 | 169,422 |
Preferred stock dividends payable | 274,861 | 195,169 |
Total current liabilities | 7,740,426 | 5,558,988 |
Lease Liability- operating leases, non-current | 3,870,321 | 3,972,964 |
Total Liabilities | 11,610,747 | 9,531,952 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Common stock subscribed | 128,015 | 132,163 |
Common stock, $0.01 par value, 500,000,000 shares authorized, 219,756,894 and 213,333,170 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 2,197,570 | 2,133,332 |
Additional paid-in capital | 25,517,634 | 24,295,063 |
Accumulated deficit | (29,123,526) | (25,478,332) |
Total stockholders' equity (deficit) | (1,239,659) | 1,122,874 |
Total liabilities and stockholders' equity (deficit) | 10,371,088 | 10,654,826 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 0 | |
Series C Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 9,406 | 9,406 |
Series D Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 31,000 | 31,000 |
Series X Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | $ 242 | $ 242 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fixed assets, accumulated depreciation (in Dollars) | $ 151,942 | $ 19,590 |
Notes payable, discounts (in Dollars) | $ 671,973 | $ 411,568 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 219,756,894 | 213,333,170 |
Common stock, shares outstanding | 219,756,894 | 213,333,170 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 4,800 |
Preferred stock, shares outstanding | 0 | 4,800 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 940,644 | 940,644 |
Preferred stock, shares outstanding | 940,644 | 940,644 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 3,100,000 | 3,100,000 |
Preferred stock, shares outstanding | 3,100,000 | 3,100,000 |
Series X Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 24,227 | 24,227 |
Preferred stock, shares outstanding | 24,227 | 24,227 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 120,376 | $ 2,972 |
Cost of goods sold | 588,323 | 1,713 |
Gross profit (loss) | (467,947) | 1,259 |
Operating expenses: | ||
General and administrative | 2,563,829 | 952,908 |
Total operating expenses | 2,563,829 | 952,908 |
Net Operating Loss | (3,031,776) | (951,649) |
Other income (expense): | ||
Interest expense | (828,325) | (964,988) |
Gain (loss) on waiver fee shares | 198,273 | 0 |
Gain (loss) on settlement of accrued salary | 15,032 | 0 |
Gain (loss) on settlement of accounts payable | (78,235) | 6,045 |
Gain (loss) on settlement of notes payable | 0 | 1,836 |
Gain (loss) on revaluation of derivative liabilities | 79,837 | (493,455) |
Total other expense | (613,418) | (1,450,562) |
Loss before provision for income taxes | (3,645,194) | (2,402,211) |
Provision for income taxes | 0 | 0 |
Net loss | (3,645,194) | (2,402,211) |
Preferred stock dividends | (79,692) | (20,499) |
Preferred stock deemed dividends | 0 | (332,242) |
Net loss available to common shareholders | $ (3,724,886) | $ (2,754,952) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.01) |
Weighted average shares outstanding - basic and diluted (in Shares) | 213,703,195 | 187,152,300 |
Service [Member] | ||
Revenue | $ 92,461 | $ 0 |
Cost of goods sold | 577,556 | 0 |
Product [Member] | ||
Revenue | 27,915 | 2,972 |
Cost of goods sold | $ 10,767 | $ 1,713 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Commitments [Member]Common Stock [Member] | Commitments [Member]Additional Paid-in Capital [Member] | Commitments [Member] | Waiver Fee [Member]Common Stock [Member] | Waiver Fee [Member]Additional Paid-in Capital [Member] | Waiver Fee [Member]Stock Subscribed [Member] | Waiver Fee [Member] | Series A Preferred Stock [Member]Preferred Stock [Member] | Series A Preferred Stock [Member]Common Stock [Member] | Series A Preferred Stock [Member]Additional Paid-in Capital [Member] | Series A Preferred Stock [Member]Retained Earnings [Member] | Series A Preferred Stock [Member] | Series X Preferred Stock [Member]Preferred Stock [Member] | Series X Preferred Stock [Member] | Series C Preferred Stock [Member]Preferred Stock [Member] | Series C Preferred Stock [Member]Additional Paid-in Capital [Member] | Series C Preferred Stock [Member]Retained Earnings [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member]Preferred Stock [Member] | Discount on Note Payable Due to Warrants [Member]Common Stock [Member] | Discount on Note Payable Due to Warrants [Member]Additional Paid-in Capital [Member] | Discount on Note Payable Due to Warrants [Member] | Stock Issued for Dividends Payable [Member]Additional Paid-in Capital [Member] | Stock Issued for Dividends Payable [Member] | Convertible Debt [Member]Common Stock [Member] | Convertible Debt [Member]Additional Paid-in Capital [Member] | Convertible Debt [Member] | Accounts Payable [Member]Common Stock [Member] | Accounts Payable [Member]Additional Paid-in Capital [Member] | Accounts Payable [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Stock Subscribed [Member] | Total |
Balance at Dec. 31, 2020 | $ 48 | $ 262 | $ 1,553,812 | $ 10,340,821 | $ (14,437,168) | $ (2,542,225) | |||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 4,800 | 26,227 | 155,381,183 | ||||||||||||||||||||||||||||||||
Vesting of shares issued to employees | 4,008 | 4,008 | |||||||||||||||||||||||||||||||||
Vesting of stock options issued to employees | 5,942 | 5,942 | |||||||||||||||||||||||||||||||||
Stock issued from common stock subscribed | $ 10,961 | 211,519 | 222,480 | ||||||||||||||||||||||||||||||||
Stock issued from common stock subscribed (in Shares) | 1,097,358 | ||||||||||||||||||||||||||||||||||
Stock issued for payable | $ 339,442 | $ 2,314,353 | $ 2,653,795 | 277,800 | |||||||||||||||||||||||||||||||
Stock issued for payable (in Shares) | 33,944,157 | ||||||||||||||||||||||||||||||||||
Sale of stock | $ 30,000 | $ 1,461,283 | $ 1,491,283 | $ 66,750 | 1,601,250 | 1,668,000 | |||||||||||||||||||||||||||||
Sale of stock (in Shares) | 3,000,000 | 6,672,000 | |||||||||||||||||||||||||||||||||
Warrants issued | 1,268,717 | $ 1,268,717 | |||||||||||||||||||||||||||||||||
Gain on settlement | 0 | ||||||||||||||||||||||||||||||||||
Shares of common stock issued for conversion of Preferred Stock | $ (48) | $ 6,000 | $ (5,952) | ||||||||||||||||||||||||||||||||
Shares of common stock issued for conversion of Preferred Stock (in Shares) | (4,800) | 600,000 | |||||||||||||||||||||||||||||||||
Deemed dividend on Preferred Stock | $ 206,242 | $ (206,242) | $ 126,000 | $ (126,000) | |||||||||||||||||||||||||||||||
Preferred stock dividends, $3.62 per share (10% of stated value per year) | $ (1,000) | $ (16,392) | (20,499) | (20,499) | |||||||||||||||||||||||||||||||
Net loss for the period | (2,402,211) | (2,402,211) | |||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2021 | $ 262 | $ 30,000 | $ 1,976,965 | 17,513,684 | (17,171,621) | 2,349,290 | |||||||||||||||||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 26,227 | 3,000,000 | 197,694,698 | ||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 242 | $ 9,406 | $ 31,000 | $ 2,133,332 | 24,295,063 | (25,478,332) | $ 132,163 | $ 1,122,874 | |||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 24,227 | 940,644 | 3,100,000 | 213,333,170 | 213,333,170 | ||||||||||||||||||||||||||||||
Vesting of shares issued to employees | 1,512 | $ 1,512 | |||||||||||||||||||||||||||||||||
Vesting of stock options issued to employees | 167,015 | $ 167,015 | |||||||||||||||||||||||||||||||||
Stock issued for payable | $ (79,692) | $ (79,692) | $ 31,797 | $ 546,438 | $ 578,235 | ||||||||||||||||||||||||||||||
Stock issued for payable (in Shares) | 3,179,650 | ||||||||||||||||||||||||||||||||||
Issuance of shares | $ 17,200 | $ 226,106 | $ 243,306 | $ 15,417 | $ 260,301 | $ 91,440 | $ 367,158 | $ 3,824 | 91,764 | $ (95,588) | |||||||||||||||||||||||||
Issuance of shares (in Shares) | 1,720,000 | 1,541,721 | 382,353 | 382,353 | 1,720,000 | ||||||||||||||||||||||||||||||
Warrants issued | $ 2,213 | $ 2,213 | 2,914 | $ 2,914 | |||||||||||||||||||||||||||||||
Gain on settlement | $ (4,000) | $ 4,000 | (78,235) | ||||||||||||||||||||||||||||||||
Gain on settlement (in Shares) | (400,000) | ||||||||||||||||||||||||||||||||||
Deemed dividend on Preferred Stock | 226,106 | ||||||||||||||||||||||||||||||||||
Preferred stock dividends, $3.62 per share (10% of stated value per year) | (79,692) | ||||||||||||||||||||||||||||||||||
Net loss for the period | (3,645,194) | (3,645,194) | |||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2022 | $ 242 | $ 9,406 | $ 31,000 | $ 2,197,570 | $ 25,517,634 | $ (29,123,526) | $ 128,015 | $ (1,239,659) | |||||||||||||||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 24,227 | 940,644 | 3,100,000 | 219,756,894 | 219,756,894 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,645,194) | $ (2,402,211) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 179,886 | 20,616 |
Amortization of right-to-use asset | 267,463 | 6,237 |
Net gain on settlement of notes payable | 0 | (1,836) |
Financing cost - waiver fee shares | 565,431 | 0 |
Gain on waiver fee shares | (198,273) | 0 |
Gain on conversion of accrued salary | (15,032) | 0 |
(Gain) loss on revaluation of derivative liabilities | (79,837) | 493,455 |
Loss on settlement of accounts payable | 78,235 | 0 |
Amortization of discount on notes payable | 231,180 | 756,795 |
Share-based compensation | 168,527 | 232,430 |
Changes in assets and liabilities: | ||
Accounts receivables | (11,274) | 0 |
Prepaid expenses | (19,699) | (14,618) |
Inventory | (5,279) | (1,480) |
Accounts payable and accrued liabilities | 534,132 | (366,636) |
Operating lease liability | 12,158 | 9,726 |
Other current liabilities | 0 | 880 |
Accrued interest | 31,714 | 202,313 |
Net cash used in operating activities | (1,905,862) | (1,064,329) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for acquisition of fixed assets | (19,223) | (495,360) |
Net cash used in investing activities | (19,223) | (495,360) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from private placement of common stock | 0 | 1,668,000 |
Proceeds from sales of Preferred Stock, net of fees | 0 | 2,760,000 |
Proceeds from notes payable - related parties, net of discount | 348,750 | 0 |
Proceeds from notes payable, net of discount | 675,000 | 0 |
Principal payments on notes payable | 0 | (177,534) |
Net cash provided by financing activities | 1,023,750 | 4,250,466 |
Net increase in cash and cash equivalents | (901,335) | 2,690,777 |
Cash and cash equivalents at beginning of period | 1,164,483 | 64,789 |
Cash and cash equivalents at end of period | 263,148 | 2,755,566 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 2,680 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued for conversion of debt and accrued interest | 0 | 2,653,795 |
Settlement of derivative liabilities | 0 | (1,301,137) |
Preferred stock dividend | 79,692 | 20,499 |
Deemed dividends on Preferred Stock | 0 | 332,242 |
Capital expenditures included in accounts payable | 1,009,471 | 0 |
Accounts Payable [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of payable to common stock | 500,000 | 0 |
Series A Preferred Stock [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Preferred stock dividend | 1,000 | |
Conversion of Preferred stock to common stock | $ 0 | $ 6,000 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 Description of Business Company Overview Mitesco, Inc. (the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses. As a part of the restructuring, we completed a “spin out” of our former business line. On April 24, 2020, we changed our name to Mitesco, Inc. Since 2020, our operations have focused on establishing medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition of telemedicine technology. In March of 2020, we formed a wholly owned subsidiary, The Good Clinic LLC, a Colorado limited liability company for our clinic business. We opened our first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and have six operating at the time of this filing. We intend on opening up to 50 new clinics in the next three years, in addition to any existing sites we might acquire. |
Financial Condition, Going Conc
Financial Condition, Going Concern and Management Plans | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | N ote 2 - Financial Condition, Going Concern and Management Plans On November 19, 2021, the Company closed a bridge financing round totaling $3.1 million of a Series D preferred stock sold to investors in a private placement. Each Series D Unit will have a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s Common Stock at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share. Pursuant to the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of the Company, Inc., filed with the Secretary of State of the State of Delaware on October 18, 2021 (the “COD”), there are 10,000,000 shares of the Company’s preferred stock that have been designated as the Series D Preferred Stock and each share of the Series D Preferred Stock is convertible at the option of the holder thereof, or automatically upon the request of the Company’s underwriters that the Series D Preferred Stock convert to shares of Common Stock or upon listing of the Company’s Common Stock on a national securities exchange. The number of shares of Common Stock issuable upon the conversion of each share of Series D Preferred Stock is calculated by dividing the Conversion Amount (defined in the COD as the Stated Value, $1.05 per share, plus accrued and unpaid dividends) by the $0.25 conversion price (the “Conversion Price”). On November 11, 2021, the Company filed a registration statement on form S/1 in connection with a planned up list to a national exchange. As of the date of this filing the Company has closed on $3,100,000 of its Series D Preferred stock. To achieve our growth strategy, it is anticipated the Company will need to raise additional financing prior to up listing on Nasdaq. We will not proceed with this offering in the event our Common Stock is not approved for listing on the Nasdaq Capital Market though we will continue to seek financing for our expansion and operating needs in the debt or equity markets. The Company) issued a 10% Promissory Note due June 30, 2022, dated December 30, 2021, to the Michael C. Howe Living Trust (the “Lender”). Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries. The principal amount of the Note is $1,000,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $850,000 and was funded on December 30, 2021. The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. The Company entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (the “Creditor”) on January 7, 2022 (the “Agreement”). Pursuant to the Agreement, the Company issued shares of restricted common stock, par value $0.01 per share, of MITI (the “Restricted Shares”) to the Creditor in exchange for the Company Debt Obligations, as defined below. The Agreement settles for certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Agreement and April 1, 2022. The Agreement also settles incurred interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”). The Accounts Payable Amount is $500,000, the Additional Costs is $294,912.56 and the conversion price is $0.25. As a result, 3,179,650 Restricted Shares were authorized to be issued. The Company’s Board of Directors approved the Agreement on January 5, 2022. As of March 31, 2022, the Company had cash and cash equivalents of $0.3 million, current liabilities of $7.7 million, and has incurred a loss from operations. The Company intends to a) develop and own primary care clinics operated by nurse practitioners, b) develop and acquire telemedical technologies, and c) evaluate other healthcare related opportunities. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan. As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern for one year from the date the financial statements are issued. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered discussions to do so with certain individuals and companies. However, as of the date of these condensed consolidated financial statements, no formal agreement exists. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions. PPP Loan During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note. COVID -19 Impact The Company has had some impact on its operations because of the effects of the COVID-19 pandemic, primarily with accessibility to staffing, consultants and in the capital markets, and it is adjusting as needed within its available resources. The Company will continue to assess the effect of the pandemic on its operations. The extent to which the COVID-19 pandemic will continue to impact the Company’s business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of possible business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of its securities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3 Summary of Significant Accounting Policies Principles of Consolidation Use of Estimates - Cash - Property, Plant, and Equipment - Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease Revenue Recognition The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues. Our revenues generally relate to net patient fees received from various payers and patients themselves under contracts in which our performance obligations are to provide services to the patients. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Stock-Based Compensation - Equity instruments issued to those other than employees are recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU relates to the accounting for non-employee share-based payments. The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard became effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the provisions of this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or financial condition. Convertible Instruments Common Stock Purchase Warrants- Stockholders Equity- Per Share Data- Financial Instruments and Fair Values- Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their significance in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the derivative liabilities approximates their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the derivative liabilities as Level 3. New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. Recent Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2024, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our condensed consolidated financial statements. There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Net Loss Per Share Applicable t
Net Loss Per Share Applicable to Common Shareholders | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 4 Net Loss Per Share Applicable to Common Shareholders Net Loss per Share Applicable to Common Stockholders Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following table sets forth the computation of loss per share for the three months ended March 31, 2022, and 2021, respectively: For the Three Months Ended March 31, 2022 2021 Numerator: Net loss applicable to common shareholders $ (3,724,886 ) $ (2,754,952 ) Denominator: Weighted average common shares outstanding 213,703,195 187,152,300 Net loss per share: Basic and diluted $ (0.02 ) $ (0.01 ) The Company excluded all common equivalent shares outstanding for warrants, options, and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of March 31, 2022, and 2021, the following shares were issuable and excluded from the calculation of diluted loss: For the Three Months Ended March 31, 2022 2021 Common stock options 18,671,211 10,967,879 Common stock purchase warrants 31,405,000 12,600,000 Convertible Preferred Stock Series C 4,362,575 12,600,000 Convertible Preferred Stock Series D 13,020,000 - Accrued interest on Preferred Stock 1,230,858 72,657 Potentially dilutive securities 68,689,644 36,240,536 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 5 Related Party Transactions For the three months ended March 31, 2022: Mitesco, Inc. (the “Company”) issued a 10% Promissory Note due August 14, 2022, dated February 14, 2022, to Lawrence Diamond (the “Lender”). Mr. Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors. The principal amount of the Note is $175,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $148,750 and was funded on February 14, 2022. The amount payable at maturity will be $175,000 plus 10% of that amount plus accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition to the Note and Lender will be issued 367,500 5-year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share. These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares. Mitesco, Inc., issued a promissory notes to pay to the order of Lawrence Diamond (the “Lender” and collectively with the Borrower, the “Parties”) on the Termination Date (as defined below), the principal amount of $235,294 (the “Principal Amount”) plus an amount equal to ten percent of such Principal Amount. The purchase price for this promissory note (this “Note”) shall be $200,000 (the “Purchase Price”) and shall be payable by the Lender to the Borrower on the Issue Date. As further consideration for the Purchase Price payable hereunder, promptly following the Issue Date, the Borrower shall issue to the Lender a common stock purchase warrants, entitling the Lender to purchase 200,000 shares of the Borrower’s common stock on substantially the same terms as the Series A warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock. (b) As further consideration for the Purchase Price payable hereunder, promptly following the Issue Date, the Borrower shall also issue to the Lender 192,000 restricted shares. The Company shall instruct its transfer agent to issue one (1) certificate or book entry statement representing 192,000 shares promptly following the execution hereof. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 6 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at March 31, 2022 and 2021: March 31, December 31, 2022 2021 Trade accounts payable 4,890,066 3,933,305 Accrued payroll and payroll taxes 96,641 23,554 Other 17,928 19,205 Total accounts payable and accrued liabilities 5,004,635 3,976,064 |
Right to Use Assets and Lease L
Right to Use Assets and Lease Liabilities - Operating Leases | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 7 - Right to Use Assets and Lease Liabilities Operating Leases The Company has operating leases for its clinic with a remaining lease term of approximately 7.3 years. The Company’s lease expense was entirely comprised of operating leases. Lease expense for the three months ended March 31, 2022 and 2021 amounted to $230,973 and $10,642, respectively. The Company’s ROU asset amortization for the three months ended March 31, 2022 and 2021 was $267,463 and $4,318, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest at a rate of 12% per annum. As of March 31, 2022, the Company had total operating lease liabilities of approximately $4.1 million and right-of-use assets of approximately $3.6 million, which were included in the condensed consolidated balance sheet. Right to use assets – operating leases are summarized below: March 31, 2022 December 31, 2021 Right to use assets, net $ 3,619,403 $ 3,886,866 Operating lease liabilities are summarized below: March 31, 2022 December 31, 2021 Lease liability $ 4,146,960 $ 4,134,802 Less: current portion (276,639 ) (161,838 ) Lease liability, non-current $ 3,870,321 $ 3,972,964 Maturity analysis under these lease agreements are as follows: For the twelve months ended March 31, 2023 $ 763,580 For the twelve months ended March 31, 2024 874,687 For the twelve months ended March 31, 2025 827,773 For the twelve months ended March 31, 2026 846,523 For the twelve months ended March 31, 2027 865,517 Thereafter 2,251,381 Total $ 6,429,461 Less: Present value discount (2,282,501 ) Lease liability $ 4,146,960 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 8 Debt Howe Note Mitesco, Inc. (the “Company”) issued a 10% Promissory Note due June 30, 2022, dated December 30, 2021, to the Michael C. Howe Living Trust (the “Lender”). Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries. The principal amount of the Note is $1,000,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $850,000 and was funded on December 30, 2021. An original issue discount in the amount of $150,000 was recorded. The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. At March 31, 2022, the principal balance of this note was $1,000,000; $74,176 of the original issue discount was amortized to interest expense during the three months ended March 31, 2022, and the remaining original issue discount at March 31, 2022 was $75,824. Warrants. Diamond Note 1 The Company issued a 10% Promissory Note due August 14, 2022, dated February 14, 2022, to Lawrence Diamond (the “Lender”). Mr. Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors. The principal amount of the Note is $175,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $148,750 and was funded on February 14, 2022. The amount payable at maturity will be $175,000 plus 10% of that amount plus accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition to the Note and Lender will be issued 367,500 5-year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share. These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares. The warrants have an aggregate commitment date fair value of $2,914. Diamond Note 2 The Company issued a 10% Promissory Note due June 18, 2022 (the “Diamond Note”), dated March 18, 2022, to Lawrence Diamond (the “Lender”), which was subsequently amended. Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note is $235,294.00, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note payable to the Company for the Diamond Note was $200,000 and was funded on March 18, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued 200,000 5-year warrants that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock. The warrants have an aggregate commitment date fair value of $2,213. AJB Capital Note On March 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with AJB Capital Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior its maturity (the “True-Up Provision”), (ii) a promissory note in the aggregate principal amount of $750,000, and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Warrants”). The Note and Warrants were issued on March 17, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares were issued at a value of $430,000, the Note was issued in a principal amount of $750,000 for a purchase price of $675,000, resulting in an original issue discount of $75,000; and the Warrants were issued, with an initial exercise price of $0.50 per share, subject to adjustment as described herein. The aggregate cash subscription amount received by the Company from the Investor for the issuance of the Commitment Fee Shares, Note and Warrants was $616,250, due to a reduction in the $675,000 purchase price as a result of broker, legal, and transaction fees. The warrants have a commitment date fair value of $24,952. PPP Loan During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note. These amounts are reflected in the table below: Notes Payable Table 1: March 31, 2022 December 31, 2021 Notes Payable $ 2,160,294 $ 1,000,000 PPP Loan $ 460,406 $ 460,406 $ 2,620,700 $ 1,460,406 Less: Discount (671,973 ) (411,568 ) Notes payable - net of discount $ 1,948,727 $ 1,048,838 Current Portion, net of discount $ 1,948,727 $ 1,048,838 Long-term portion, net of discount $ - $ - |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 9 Stockholders Equity (Deficit) Common Stock The Company has authorized 500,000,000 shares of common stock, par value $0.01; 219,756,894 shares were issued and outstanding on March 31, 2022. Common Stock Transactions During the Three Months Ended March 31, 2022 On January 12, 2022, the Company entered into a settlement agreement with an ex-employee. Pursuant to the terms of this agreement, the Company agreed to pay the amount of $19,032 for accrued salary, and the employee returned to the Company for cancellation 400,000 shares of common stock previously issued as compensation. These shares were valued at par value of $0.01 or a total value of $4,000; the Company recorded a gain on cancellation of these shares in the amount of $15,032. The Company entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (“Gardner”) on January 7, 2022 (the “Debt for Equity Agreement”). Pursuant to the Debt for Equity Agreement, the Company issued shares of restricted common stock to Gardner in exchange for the Company Debt Obligations, as defined below. The Agreement settled for certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Agreement and April 1, 2022. The Agreement also settled accrued interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts to be accrued in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”). The Accounts Payable Amount was $500,000, the Additional Costs were $294,912 and the conversion price was $0.25. As a result, 3,179,650 Restricted Shares were authorized to be issued. The Company’s Board of Directors approved the Agreement on January 5, 2022. On March 22, 2022 and March 31, 2022, the Company issued an aggregate 1,541,721 shares of common stock as waiver fees to holders of the Series C and Series D Preferred Stock for their waivers of certain covenants as set forth and defined in the Series C and Series D Certificates of Designations. The Company valued these shares at their contractual price of $0.25 per share and recorded the amount of $385,431 as waiver fees during the three months ended March 31, 2022. The Company recorded an aggregate gain upon issuance of these shares in the amount of $198,273 based on the market price of the Company’s common stock on the date of issuance. On March 31, 2022, the Company issued 1,720,000 Commitment Fee Shares to AJB Capital Investors, LLC; see note 8.. A Monte Carlo model was used to value the warrants and call features, and a probability weighted expected return model was used to value the True-Up Provision. The contractual price of the common stock $0.25 per share; valuation purposes, the common stock was valued at the market price on the date of the transaction of $0.12695 per share. The derivative liability was valued at $106,608 on the date of the transaction, and was revalued at $26,771 on March 31, 2022. The discount on the notes due to the Commitment Fee Shares and warrants was valued at $349,914. The Company recorded the amount of $226,106 to additional paid-in capital pursuant to this transaction. On March 31, 2022, the Company issued 382,353 shares of common stock at a price of $0.25 per share which were previously subscribed for the conversion of accounts payable in the amount of $95,558. Common Stock Transactions During the Three Months Ended March 31, 2021 On January 4, 2021, the Company issued 4,123,750 shares of common stock at a price of $0.012 per share pursuant to the conversion of $45,000 of principal and $4,485 of accrued interest in Eagle Equities Note 4. On January 6, 2021, the Company issued 3,505,964 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $39,000 of principal and $3,913 of accrued interest in Eagle Equities Note 4. On January 11, 2021, the Company issued 4,463,507 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $50,000 of principal and $4,633 of accrued interest in Eagle Equities Note 5. On January 14, 2021, the Company issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $50,000 of principal and $4,683 of accrued interest in Eagle Equities Note 5. On January 21, 2021, the Company issued 6,449,610 shares of common stock at a price of $0.0154 per share pursuant to the conversion of $93,000 of principal and $6,324 of accrued interest in Eagle Equities Note 6. On January 28, 2021, the Company issued 7,285,062 shares of common stock at a price of $0.01575 per share pursuant to the conversion of $107,200 of principal and $7,540 of accrued interest in Eagle Equities Note 6. On February 1, 2021, the Company issued 6,672,000 shares of common stock in a private placement (the “2021 Private Placement”) at a price of $0.25 per share for cash proceeds of $1,668,000. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby the Company issued 1,184,148 shares of common stock at a price of $0.24984 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby the Company issued 639,593 shares of common stock at a price of $0.23851 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 9 whereby the Company issued 605,177 shares of common stock at a price of $0.24984 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby the Company issued 1,095,131 shares of common stock at a price of $0.23748 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. On February 22, 2021, the Company issued 336,000 shares of common stock for the exercise of options at a price of $0.03 per share. On March 11, 2021, the Company issued 600,000 shares of common stock to four officers of The Good Clinic in exchange for 4,800 shares of Series A Preferred Stock. The 4,800 shares of Series A Preferred Stock were cancelled. On March 17, 2021, the Company issued 300,000 shares of common stock at a price of $0.31 per share to a service provider. On March 23, 2021, the Company issued 461,358 shares of common stock at a price of $0.26 per share to the underwriters of the 2021 Private Placement. Preferred Stock We have authorized to issue 100,000,000 shares of Preferred Stock with such rights designations and preferences as determined by our Board of Directors. We have designated 500,000 shares of series A stock, 3,000,000 shares of Series C Preferred, 10,000,000 shares of Series D Preferred and we have designated 400,000 shares as Series X Preferred Stock. Series A Preferred Stock Transactions During the Three Months Ended March 31, 2022 None. Series A Preferred Stock Transactions During the Three Months Ended March 31, 2021 During the three months ended March 31, 2021, the Company accrued dividends in the amount of $1,000 on the Series A Preferred Stock. On March 11, 2021, the Company issued 600,000 shares of common stock to the four officers of The Good Clinic in exchange for the previously issued Series A Preferred Stock and accrued dividends. The Series A preferred stock was canceled. The Preferred Stock was valued at cost of $71,558, and the common stock was valued at the market price of $0.463 per share or a total value of $277,800. This transaction resulted in a deemed dividend to the Preferred A shareholders in the amount of $206,242. Series C Preferred Stock Series C Preferred Stock Transactions During the Three Months Ended March 31, 2022 None. Series C Preferred Stock Transactions During the Three Months Ended March 31, 2021 On March 25, 2021, the Company sold 3,000,000 shares of its Series C Preferred Stock along with (i) five-year warrants to purchase 6,300,000 shares of the Company’s common stock at a price of $0.50 per share, and (ii) five The Series C Preferred Stock has the following terms: Ranking Pari passu Voting Rights. Conversion. Dividends. Liquidation Rights. Pari passu Rights and Preferences. Redemption Rights. Price Adjustments Protection Preemptive or Similar Rights Fully Paid and Nonassessable Series X Preferred Stock The Company has 24,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of March 31, 2022 and December 31, 2021. The Series X Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock; the Series X Preferred Stock is not redeemable prior to November 4, 2020. The Series X Preferred Stock will rank senior to all classes of the Company’s common and preferred stock and accrues dividends at the rate of 10% on $25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. Each one share of the Series X Preferred Stock is entitled to 20,000 votes on all matters submitted to a vote of our shareholders. Series X Preferred Stock Transactions During the Three Month Ended March 31, 2022 During the three months ended March 31, 2022, the Company accrued dividends in the amount of approximately $97,675 on the Series X Preferred Stock. Series X Preferred Stock Transactions During the Three Months Ended March 31, 2021 During the three months ended March 31, 2021, the Company accrued dividends in the amount of approximately $16,392 on the Series X Preferred Stock. On March 31, 2021, dividend payable on the Series X Preferred Stock was $16,392. Stock Options The following table summarizes the options outstanding at March 31, 2022 and the related prices for the options to purchase shares of the Company’s common stock: Weighted Weighted Weighted average average average exercise exercise Range of Number of remaining price of Number of price of exercise options contractual outstanding options exercisable prices outstanding life (years) options exercisable options $ 0.03- 0.39 18,671,211 8.85 $ 0.20 6,636,628 $ 0.14 18,671,211 8.85 $ 0.20 6,636,628 $ 0.14 Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) (A) Outstanding at December 31, 2021 18,746,211 $ 0.20 Granted - $ - Expired (75,000 ) 0.03 Outstanding at March 31, 2022 18,671,211 $ 0.20 Options vested and exercisable 6,636,628 $ 0.14 During the three months ended March 31, 2022 and 2021, the Company charged the amount of $167,015 and $5,942, respectively, for the vesting of stock options. At March 31, 2022, the total stock-based compensation cost related to unvested awards not yet recognized was $2,635,359. The Company did not value any stock options during the three months ended March 31, 2022. The Company valued stock options during the three months ended March 31, 2021 using the Black-Scholes valuation model utilizing the following variables: March 31, March 31, 2022 2021 Volatility - % 169.3% to 183.5 % Dividends $ - $ - Risk-free interest rates - % 0.82% to 1.69 % Term (years) - 2.50 to 10.00 Warrants The following table summarizes the warrants outstanding on March 31, 2022, and the related prices for the warrants to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding on December 31, 2021 29,820,000 $ 0.625 Granted 1,585,000 $ 0.558 Exercised - $ - Outstanding on March 31, 2022 31,405,000 $ 0.622 The Company valued warrants options during the three months ended March 31, 2022 and 2021 using the Black-Scholes valuation model utilizing the following variables: March 31, March 31, 2022 2021 Volatility 147.8 to 150.7 % 171.6% to 183.5 % Dividends $ - $ - Risk-free interest rates 0.76% to 0.83 % 1.15% to 1.63 % Term (years) 0.25 5.00 to 6.50 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 10 Commitments and Contingencies Legal There are no pending or anticipated legal actions at this time. PPP Loan During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 11 Subsequent Events On April 1, 2022, the Company issued 168,221 shares of common stock to Larry Diamonds, it’s Chief Executive Officer, as compensation for the waiver of certain covenants as set forth and defined in Diamond Note 1. On April 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with GS Capital Partners (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 266,280 shares ($66,570) if the Company repays the Note on or prior to their maturity, (ii) promissory note in the principal amount of $277,777, and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Warrants”). The Note and Warrants were issued on April 18, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares were issued at a value of $159,259, the Note was issued in the principal amount of $277,777 for a purchase price of $250,000, resulting in the original issue discount of $27,777; and the Warrants were issued, with an initial exercise price of $0.50 per share, subject to adjustment. On April 6, 2022, the Company entered into separate Securities Purchase Agreement with each of Anson East Master Fund LP and Anson Investments Master Fund LP with respect to the sale and issuance to AEMF and AIMF of: (i) an aggregate initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 722,400 shares ($180,000) if the Company repays the Notes on or prior their maturity, (ii) promissory notes in the aggregate principal amount of $750,000 (the “Notes”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Warrants”). The Notes and Warrants were issued on April 6, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreements. On April 27, 2022, the Company issued 720,000 shares of stock to Cavalry Fund 1 LP as compensation for the waiver of certain covenants as set forth in the Series C Certificate of Designation. On April 27, 2022, the Company issued 96,471 shares of common stock to Larry Diamonds, it’s Chief Executive Officer, as compensation for the waiver of certain covenants as set forth and defined in Diamond Note 2. The Company also issued five year warrants to purchase 92,942 shares of common stock at a price of $0.50 to Mr. Diamond pursuant to a promissory note. On April 27, 2022, the Company issued a 10% Promissory Note due June 30, 2022 (the “Diamond Note”) to Lawrence Diamond (the “Lender”). Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note is $235,294.00, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note payable to the Company for the Diamond Note was $200,000 and was funded on April 27, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Kishon Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), (ii) promissory note in the principal amount of $277,777 due on November 10, 2022, and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Warrants”). The Note and Warrants were issued on May 10, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares were issued at a value of $159,259, the Note was issued in the principal amount of $277,777 for a purchase price of $250,000, resulting in the original issue discount of $27,777; and the Warrants were issued, with an initial exercise price of $0.50 per share, subject to adjustment. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates - |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash - |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant, and Equipment - Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease |
Revenue [Policy Text Block] | Revenue Recognition The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues. Our revenues generally relate to net patient fees received from various payers and patients themselves under contracts in which our performance obligations are to provide services to the patients. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation - Equity instruments issued to those other than employees are recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU relates to the accounting for non-employee share-based payments. The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard became effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the provisions of this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or financial condition. |
Convertible Instruments, Policy [Policy Text Block] | Convertible Instruments |
Warrants, Policy [Policy Text Block] | Common Stock Purchase Warrants- |
Stockholders' Equity, Policy [Policy Text Block] | Stockholders Equity- |
Earnings Per Share, Policy [Policy Text Block] | Per Share Data- |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments and Fair Values- Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their significance in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the derivative liabilities approximates their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the derivative liabilities as Level 3. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. Recent Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2024, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our condensed consolidated financial statements. There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease |
Net Loss Per Share Applicable_2
Net Loss Per Share Applicable to Common Shareholders (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of loss per share for the three months ended March 31, 2022, and 2021, respectively: For the Three Months Ended March 31, 2022 2021 Numerator: Net loss applicable to common shareholders $ (3,724,886 ) $ (2,754,952 ) Denominator: Weighted average common shares outstanding 213,703,195 187,152,300 Net loss per share: Basic and diluted $ (0.02 ) $ (0.01 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of March 31, 2022, and 2021, the following shares were issuable and excluded from the calculation of diluted loss: For the Three Months Ended March 31, 2022 2021 Common stock options 18,671,211 10,967,879 Common stock purchase warrants 31,405,000 12,600,000 Convertible Preferred Stock Series C 4,362,575 12,600,000 Convertible Preferred Stock Series D 13,020,000 - Accrued interest on Preferred Stock 1,230,858 72,657 Potentially dilutive securities 68,689,644 36,240,536 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consisted of the following at March 31, 2022 and 2021: March 31, December 31, 2022 2021 Trade accounts payable 4,890,066 3,933,305 Accrued payroll and payroll taxes 96,641 23,554 Other 17,928 19,205 Total accounts payable and accrued liabilities 5,004,635 3,976,064 |
Right to Use Assets and Lease_2
Right to Use Assets and Lease Liabilities - Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | Right to use assets – operating leases are summarized below: March 31, 2022 December 31, 2021 Right to use assets, net $ 3,619,403 $ 3,886,866 March 31, 2022 December 31, 2021 Lease liability $ 4,146,960 $ 4,134,802 Less: current portion (276,639 ) (161,838 ) Lease liability, non-current $ 3,870,321 $ 3,972,964 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows: For the twelve months ended March 31, 2023 $ 763,580 For the twelve months ended March 31, 2024 874,687 For the twelve months ended March 31, 2025 827,773 For the twelve months ended March 31, 2026 846,523 For the twelve months ended March 31, 2027 865,517 Thereafter 2,251,381 Total $ 6,429,461 Less: Present value discount (2,282,501 ) Lease liability $ 4,146,960 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Notes Payable Table 1: March 31, 2022 December 31, 2021 Notes Payable $ 2,160,294 $ 1,000,000 PPP Loan $ 460,406 $ 460,406 $ 2,620,700 $ 1,460,406 Less: Discount (671,973 ) (411,568 ) Notes payable - net of discount $ 1,948,727 $ 1,048,838 Current Portion, net of discount $ 1,948,727 $ 1,048,838 Long-term portion, net of discount $ - $ - |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding at March 31, 2022 and the related prices for the options to purchase shares of the Company’s common stock: Weighted Weighted Weighted average average average exercise exercise Range of Number of remaining price of Number of price of exercise options contractual outstanding options exercisable prices outstanding life (years) options exercisable options $ 0.03- 0.39 18,671,211 8.85 $ 0.20 6,636,628 $ 0.14 18,671,211 8.85 $ 0.20 6,636,628 $ 0.14 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) (A) Outstanding at December 31, 2021 18,746,211 $ 0.20 Granted - $ - Expired (75,000 ) 0.03 Outstanding at March 31, 2022 18,671,211 $ 0.20 Options vested and exercisable 6,636,628 $ 0.14 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | March 31, March 31, 2022 2021 Volatility - % 169.3% to 183.5 % Dividends $ - $ - Risk-free interest rates - % 0.82% to 1.69 % Term (years) - 2.50 to 10.00 March 31, March 31, 2022 2021 Volatility 147.8 to 150.7 % 171.6% to 183.5 % Dividends $ - $ - Risk-free interest rates 0.76% to 0.83 % 1.15% to 1.63 % Term (years) 0.25 5.00 to 6.50 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes the warrants outstanding on March 31, 2022, and the related prices for the warrants to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding on December 31, 2021 29,820,000 $ 0.625 Granted 1,585,000 $ 0.558 Exercised - $ - Outstanding on March 31, 2022 31,405,000 $ 0.622 |
Financial Condition, Going Co_2
Financial Condition, Going Concern and Management Plans (Details) - USD ($) | Jun. 30, 2022 | Jan. 07, 2022 | Jan. 05, 2022 | Dec. 30, 2021 | Nov. 19, 2021 | Jul. 21, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 18, 2021 | Dec. 31, 2020 | Apr. 25, 2020 |
Financial Condition, Going Concern and Management Plans (Details) [Line Items] | |||||||||||||
Unit Description | (a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s Common Stock at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share | ||||||||||||
Preferred Stock, Shares Authorized (in Shares) | 100,000,000 | ||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 460,000 | |||||||||||
Debt Instrument, Term | 6 months | ||||||||||||
Proceeds from Issuance of Debt | 850,000 | $ 675,000 | $ 0 | ||||||||||
Notes Payable, Current | $ 1,000,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 18.00% | ||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | ||||||||||||
Other Accrued Liabilities, Current | $ 294,912.56 | $ 294,912 | $ 17,928 | $ 19,205 | |||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | $ 0.25 | |||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 263,148 | $ 1,200,000 | 1,164,483 | ||||||||||
Liabilities, Current | $ 7,740,426 | $ 5,558,988 | |||||||||||
Proceeds from Loans | $ 460,406 | ||||||||||||
Accounts Payable [Member] | |||||||||||||
Financial Condition, Going Concern and Management Plans (Details) [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | ||||||||||||
Series D Preferred Stock [Member] | |||||||||||||
Financial Condition, Going Concern and Management Plans (Details) [Line Items] | |||||||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 3,100,000 | ||||||||||||
Unit Price Per Unit (in Dollars per share) | $ 1 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 1.05 | |||||||||
Preferred Stock, Shares Authorized (in Shares) | 10,000,000 | 10,000,000 | |||||||||||
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | ||||||||||||
Preferred Stock Offering | $ 3,100,000 | ||||||||||||
Restricted Stock [Member] | |||||||||||||
Financial Condition, Going Concern and Management Plans (Details) [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,179,650 | 3,179,650 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash and Cash Equivalents, at Carrying Value | $ 263,148 | $ 1,164,483 | $ 1,200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Term of lease |
Net Loss Per Share Applicable_3
Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of Earnings Per Share, Basic and Diluted [Abstract] | ||
Net loss applicable to common shareholders | $ (3,724,886) | $ (2,754,952) |
Weighted average common shares outstanding | 213,703,195 | 187,152,300 |
Basic and diluted | $ (0.02) | $ (0.01) |
Net Loss Per Share Applicable_4
Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 68,689,644 | 36,240,536 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,671,211 | 10,967,879 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,405,000 | 12,600,000 |
Series C Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,362,575 | 12,600,000 |
Series D Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,020,000 | 0 |
Accrued Interest [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,230,858 | 72,657 |
Related Party Transactions (Det
Related Party Transactions (Details) - Chief Executive Officer [Member] - USD ($) | Mar. 18, 2022 | Feb. 14, 2022 | Jul. 21, 2021 |
Related Party Transactions (Details) [Line Items] | |||
Debt Instrument, Face Amount (in Dollars) | $ 175,000,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |
Debt Instrument, Maturity Date, Description | maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE | ||
Proceeds from Related Party Debt (in Dollars) | $ 148,750 | ||
Debt, Default Interest Rate | 18.00% | ||
Class of Warrant or Rights, Granted | 200,000 | ||
Stock Issued During Period, Shares, Other | 192,000 | ||
Warrants at $0.50 [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Class of Warrant or Rights, Granted | 367,500 | ||
(in Dollars per share) | $ 5 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.50 | ||
Warrants at $0.75 [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Class of Warrant or Rights, Granted | 367,500 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.75 | ||
Warrants and Rights Outstanding, Term | 5 years |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Jan. 07, 2022 | Jan. 05, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||||
Trade accounts payable | $ 4,890,066 | $ 3,933,305 | ||
Accrued payroll and payroll taxes | 96,641 | 23,554 | ||
Other | $ 294,912.56 | $ 294,912 | 17,928 | 19,205 |
Total | $ 5,004,635 | $ 3,976,064 |
Right to Use Assets and Lease_3
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |||
Operating Lease, Weighted Average Remaining Lease Term | 7 years 3 months 18 days | ||
Operating Lease, Expense | $ 230,973 | $ 10,642 | |
Operating Lease, Right-of-Use Asset, Amortization Expense | 267,463 | $ 4,318 | |
Lessee, Operating Lease, Discount Rate | 12.00% | ||
Operating Lease, Liability | 4,146,960 | $ 4,134,802 | |
Operating Lease, Right-of-Use Asset | $ 3,619,403 | $ 3,886,866 |
Right to Use Assets and Lease_4
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Lease, Cost [Abstract] | ||
Right to use assets, net | $ 3,619,403 | $ 3,886,866 |
Lease liability | 4,146,960 | 4,134,802 |
Less: current portion | (276,639) | (161,838) |
Lease liability, non-current | $ 3,870,321 | $ 3,972,964 |
Right to Use Assets and Lease_5
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||
For the twelve months ended March 31, 2023 | $ 763,580 | |
For the twelve months ended March 31, 2024 | 874,687 | |
For the twelve months ended March 31, 2025 | 827,773 | |
For the twelve months ended March 31, 2026 | 846,523 | |
For the twelve months ended March 31, 2027 | 865,517 | |
Thereafter | 2,251,381 | |
Total | 6,429,461 | |
Less: Present value discount | (2,282,501) | |
Lease liability | $ 4,146,960 | $ 4,134,802 |
Debt (Details)
Debt (Details) - USD ($) | Apr. 27, 2022 | Mar. 18, 2022 | Feb. 14, 2022 | Dec. 30, 2021 | Mar. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 04, 2020 | Apr. 25, 2020 |
Debt (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 460,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Proceeds from Issuance of Debt | $ 850,000 | $ 675,000 | $ 0 | |||||||
Debt Instrument, Unamortized Discount | 671,973 | $ 411,568 | ||||||||
Notes Payable | 1,948,727 | $ 1,048,838 | ||||||||
Amortization of Debt Discount (Premium) | $ 231,180 | $ 756,795 | ||||||||
Class of Warrant or Rights, Granted (in Shares) | 92,942 | 6,300,000 | 1,585,000 | |||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 2,914 | |||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,720,000 | |||||||||
Debt Instrument, Fee | Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior its maturity | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.75 | |||||||||
Commitments [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Stock Issued During Period, Value, Other | $ 243,306 | |||||||||
Howe Note [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Maturity Date, Description | maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE | |||||||||
Proceeds from Issuance of Debt | $ 850,000 | |||||||||
Debt Instrument, Unamortized Discount | $ 150,000 | 75,824 | ||||||||
Debt, Default Interest Rate | 18.00% | |||||||||
Notes Payable | 1,000,000 | |||||||||
Amortization of Debt Discount (Premium) | 74,176 | |||||||||
Class of Warrant or Rights, Granted (in Shares) | 2 | |||||||||
Warrant or Right, Reason for Issuance, Description | entitling the Lender to purchase (i) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series A warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock, and (ii) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series B warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock. one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share | |||||||||
Diamond Note 1 [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 175,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Maturity Date, Description | maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE | |||||||||
Proceeds from Issuance of Debt | $ 148,750 | |||||||||
Debt, Default Interest Rate | 18.00% | |||||||||
Warrant or Right, Reason for Issuance, Description | Lender will be issued 367,500 5-year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share | |||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 2,914 | |||||||||
Diamond Note 2 [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 235,294 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Maturity Date, Description | maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000 | |||||||||
Proceeds from Issuance of Debt | $ 200,000 | |||||||||
Debt, Default Interest Rate | 18.00% | |||||||||
Class of Warrant or Rights, Granted (in Shares) | 200,000 | |||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 2,213 | |||||||||
AJB Capital Note [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | 750,000 | |||||||||
Proceeds from Issuance of Debt | 675,000 | |||||||||
Debt Instrument, Unamortized Discount | $ 75,000 | 349,914 | ||||||||
Class of Warrant or Rights, Granted (in Shares) | 750,000 | |||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 24,952 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.5 | |||||||||
Proceeds from Debt, Net of Issuance Costs | $ 616,250 | |||||||||
AJB Capital Note [Member] | Commitments [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Stock Issued During Period, Value, Other | $ 430,000 | |||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,720,000 | |||||||||
PPP Loan [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 460,000 | $ 460,000 | ||||||||
Notes Payable | $ 460,406 |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | $ 2,160,294 | $ 1,000,000 |
Total notes payable | 2,620,700 | 1,460,406 |
Less: Discount | (671,973) | (411,568) |
Notes payable - net of discount | 1,948,727 | 1,048,838 |
Current Portion, net of discount | 1,948,727 | 1,048,838 |
Long-term portion, net of discount | 0 | 0 |
PPP Loan [Member] | ||
Debt (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 460,406 | $ 460,406 |
Notes payable - net of discount | $ 460,406 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details) | Apr. 27, 2022shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 18, 2022USD ($)$ / sharesshares | Jan. 12, 2022USD ($)shares | Jan. 07, 2022USD ($)$ / sharesshares | Jan. 05, 2022USD ($)$ / sharesshares | Mar. 25, 2021USD ($)$ / sharesshares | Mar. 23, 2021$ / sharesshares | Mar. 17, 2021$ / sharesshares | Mar. 11, 2021USD ($)$ / sharesshares | Feb. 22, 2021$ / sharesshares | Feb. 05, 2021USD ($)$ / sharesshares | Feb. 01, 2021USD ($)$ / sharesshares | Jan. 28, 2021USD ($)$ / sharesshares | Jan. 21, 2021USD ($)$ / sharesshares | Jan. 14, 2021USD ($)shares | Jan. 11, 2021USD ($)$ / sharesshares | Jan. 06, 2021USD ($)$ / sharesshares | Jan. 04, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2022$ / shares | Nov. 19, 2021$ / shares | Oct. 18, 2021$ / sharesshares | Dec. 31, 2020USD ($)shares |
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Common Stock, Shares Authorized (in Shares) | shares | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Common Stock, Shares, Outstanding (in Shares) | shares | 219,756,894 | 219,756,894 | 213,333,170 | |||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | shares | 219,756,894 | 219,756,894 | 213,333,170 | |||||||||||||||||||||||
Accrued Salaries, Current | $ 19,032 | |||||||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited (in Shares) | shares | 400,000 | |||||||||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, Forfeited | $ 4,000 | |||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | $ 15,032 | $ 15,032 | $ 0 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | |||||||||||||||||||||||||
Other Accrued Liabilities, Current | $ 294,912.56 | $ 294,912 | $ 17,928 | $ 19,205 | ||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 1,720,000 | |||||||||||||||||||||||||
Other Nonoperating Income | $ 198,273 | 0 | ||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||
Derivative Liability | $ 26,771 | $ 106,608 | $ 26,771 | |||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 671,973 | 671,973 | $ 411,568 | |||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Other | 226,106 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 0 | 2,653,795 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 461,358 | 6,672,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.26 | $ 0.31 | $ 0.25 | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,668,000 | 1,668,000 | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in Shares) | shares | 336,000 | |||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | |||||||||||||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | shares | 600,000 | |||||||||||||||||||||||||
Number of Individuals | 4 | |||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | shares | 4,800 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 300,000 | |||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 100,000,000 | |||||||||||||||||||||||||
Dividends, Preferred Stock | $ 79,692 | 20,499 | ||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 277,800 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 92,942 | 6,300,000 | 1,585,000 | |||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 3,000,000 | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 168,527 | 232,430 | ||||||||||||||||||||||||
Stock Subscribed [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 382,353 | |||||||||||||||||||||||||
AJB Capital Note [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 349,914 | $ 75,000 | $ 349,914 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.5 | |||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 750,000 | |||||||||||||||||||||||||
Accounts Payable [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 95,558 | |||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01224 | $ 0.012 | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 3,505,964 | 4,123,750 | ||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Principal [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 39,000 | $ 45,000 | ||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,913 | $ 4,485 | ||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01224 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 4,319,378 | 4,463,507 | ||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Principal [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,683 | $ 4,633 | ||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01575 | $ 0.0154 | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 7,285,062 | 6,449,610 | ||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Principal [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 107,200 | $ 93,000 | ||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,540 | $ 6,324 | ||||||||||||||||||||||||
Eagle Equities Note 7 [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,184,148 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | |||||||||||||||||||||||||
Eagle Equities Note 8 [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23851 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 639,593 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | |||||||||||||||||||||||||
Eagle Equities Note 9 [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 605,177 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | |||||||||||||||||||||||||
Eagle Equities Note 10 [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23748 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,095,131 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | |||||||||||||||||||||||||
Valuation, Market Approach [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.12695 | $ 0.12695 | ||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 3,179,650 | 3,179,650 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | shares | 600,000 | |||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 500,000 | |||||||||||||||||||||||||
Dividends, Preferred Stock | 1,000 | |||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 71,558 | $ 0 | 6,000 | |||||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.463 | |||||||||||||||||||||||||
Preferred Stock, Shares Outstanding (in Shares) | shares | 0 | 0 | 4,800 | |||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 3,000,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 1,491,283 | |||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 3,000,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 6,300,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.5 | |||||||||||||||||||||||||
Preferred Stock, Voting Rights | Voting Rights. Holders of the Series C Preferred Stock have the right to vote on any matter presented to holders of our Common Stock for their action or consideration at any meeting of the stockholders (or by written consent of stockholders in lieu of meeting), each holder of our Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C preferred Stock held by such holder, as described below, are convertible as of the record date for determining stockholders entitled to vote on (or consent to) such matter, voting with the Common Stock as a single class. | |||||||||||||||||||||||||
Preferred Stock, Dividend Payment Terms | Dividends. Each share of Series C Preferred Stock accrues dividends on a quarterly basis in arrears, at the rate of 6% per annum of the Stated Value ($1.05 per share plus any accrued but unpaid dividends) and is to be paid within 15 days after the end of each of our fiscal quarters. Each holder of the Series C Preferred Stock is entitled to receive dividends or distributions on each share of the Series C Preferred Stock on an as converted into Common Stock basis when and if dividends are declared on the Common Stock by our Board of Directors. | |||||||||||||||||||||||||
Preferred Stock, Redemption Terms | Redemption Rights. Upon receipt of a conversion notice, we have the right (but not the obligation) to redeem all or part of the Series C Preferred Stock (which the applicable holder of the Series C Preferred Stock is seeking to convert) at a price per share equal to the product of 125% of the (1) Stated Value plus (2) the Additional Amount (the “Redemption Price”). If we decide to exercise the redemption right, within one trading day, we shall deliver written notice to such holder(s) of Series C Preferred Stock that the Series C Preferred Stock will be redeemed (the “Redemption Notice”) on the date that is three trading days following the date of the Redemption Notice (such date, the “Redemption Date”). On the Redemption Date, we shall redeem the shares of Series C Preferred Stock specified in such request by paying in cash therefor a sum per share equal to the Redemption Price. In no event shall a Redemption Notice be given if we may not lawfully redeem our capital stock. On or before the Redemption Date, the Redemption Price for such shares shall be paid by wire transfer of immediately available funds to an account designated in writing by the applicable holder. | |||||||||||||||||||||||||
Preferred Stock, Preemptive Rights | Preemptive or Similar Rights Additionally, except for a public offering or certain exempt issuances of our securities, holders of the Series C Preferred Stock shall have the right to participate in any offering of our Common Stock or Common Stock Equivalents (as defined in the COD) in a transaction exempt from registration under the Securities Act in an amount equal to an aggregate of 30% of the financing on the same terms, conditions and price provided to investors in such an offering, such right shall expire on the 15 month anniversary of the issuance date of the Series C Preferred Stock. Further, until the earlier of 18 months from the issuance date of the Series C Preferred Stock and the date that there are less than 20% of the shares of Series C Preferred Stock outstanding, the Investors have most favored nations protection in the event we issue or sell Common Stock or Common Stock Equivalents that the Investors believe are more favorable than the terms and conditions under the Private Placement. | |||||||||||||||||||||||||
Preferred Stock, Shares Outstanding (in Shares) | shares | 940,644 | 940,644 | 940,644 | |||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | |||||||||||||||||||||||||
Preferred Stock, Voting Rights | Voting Rights. | |||||||||||||||||||||||||
Preferred Stock, Convertible, Terms | Conversion. Each holder of our Series C Preferred Stock is entitled to convert their shares of Series C Preferred Stock, in whole or in part, at the Conversion Rate, which is determined by dividing the Conversion Amount (the Stated Value of $1.05, plus any accrued but unpaid dividends) by the Conversion Price ($0.25 per share). In addition, upon certain triggering events, the holders of our Series C Preferred Stock have the right to convert their Series C Preferred Stock at the lesser of the Conversion Price or 75% of the average VWAP for the five trading days prior to the date of the notice of conversion. The Conversion Price is subject to adjustment upon certain stock splits and recapitalization as well as upon the sale of Common Stock or Common Stock Equivalents. Each share of the Series C Preferred Stock is convertible at the option of the holder thereof, or automatically or upon the closing of an underwritten offering of at least $10 million of the Company’s securities or upon listing of the Company’s Common Stock on a national securities exchange. | |||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | |||||||||||||||||||||||||
Preferred Stock, Shares Outstanding (in Shares) | shares | 3,100,000 | 3,100,000 | 3,100,000 | |||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 1.05 | |||||||||||||||||||||
Series X Preferred Stock [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 400,000 | |||||||||||||||||||||||||
Dividends, Preferred Stock | 16,392 | |||||||||||||||||||||||||
Preferred Stock, Voting Rights | Each one share of the Series X Preferred Stock is entitled to 20,000 votes | |||||||||||||||||||||||||
Preferred Stock, Dividend Payment Terms | The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. | |||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||||||||||||||||||
Preferred Stock, Shares Outstanding (in Shares) | shares | 24,227 | 24,227 | 24,227 | |||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ / shares | $ 25 | |||||||||||||||||||||||||
Dividends Payable, Current | $ 97,675 | $ 97,675 | 16,392 | |||||||||||||||||||||||
Waiver Fee [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 1,541,721 | |||||||||||||||||||||||||
Other Noncash Expense | 385,431 | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | 167,015 | $ 5,942 | ||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 2,635,359 | $ 2,635,359 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Abstract] | ||
Range of exercise prices | $ 0.03 | |
Range of exercise prices | $ 0.39 | |
Number of options outstanding (in Shares) | 18,671,211 | 18,746,211 |
Weighted average remaining contractual life (years) | 8 years 10 months 6 days | |
Weighted average exercise price of outstanding options | $ 0.2 | $ 0.2 |
Number of options exercisable (in Shares) | 6,636,628 | |
Weighted average exercise price of exercisable options | $ 0.14 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Activity | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Payment Arrangement, Option, Activity [Abstract] | |
Exercisable, Number of Shares (in Shares) | shares | 6,636,628 |
Exercisable, Weighted-Average Exercise Price | $ 0.14 |
Granted, Weighted-Average Exercise Price | |
Cancelled, Number of Shares (in Shares) | shares | (75,000) |
Cancelled, Weighted-Average Exercise Price | $ 0.03 |
Outstanding, Number of Shares (in Shares) | shares | 18,671,211 |
Outstanding, Weighted-Average Exercise Price | $ 0.2 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement, Option [Member] | ||
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Dividends | 0.00% | 0.00% |
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | ||
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 169.30% | |
Risk-free interest rates | 0.82% | |
Term (years) | 2 years 6 months | |
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 183.50% | |
Risk-free interest rates | 1.69% | |
Term (years) | 10 years | |
Warrant [Member] | ||
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Term (years) | 3 months | |
Warrant [Member] | Minimum [Member] | ||
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 147.80% | 171.60% |
Risk-free interest rates | 0.76% | 1.15% |
Term (years) | 5 years | |
Warrant [Member] | Maximum [Member] | ||
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 150.70% | 183.50% |
Risk-free interest rates | 0.83% | 1.63% |
Term (years) | 6 years 6 months |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | Apr. 27, 2022 | Mar. 25, 2021 | Mar. 31, 2022 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||
Outstanding, Number of Shares | 29,820,000 | ||
Outstanding, Weighted Average Exercise Price | $ 0.625 | ||
Granted, Number of Shares | 92,942 | 6,300,000 | 1,585,000 |
Granted, Weighted Average Exercise Price | $ 0.558 | ||
Exercised, Number of Shares | 0 | ||
Exercised, Weighted Average Exercise Price | $ 0 | ||
Outstanding, Number of Shares | 31,405,000 | ||
Outstanding, Weighted Average Exercise Price | $ 0.622 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - PPP Loan [Member] - USD ($) | Mar. 31, 2022 | May 04, 2020 | Apr. 25, 2020 |
Commitments and Contingencies (Details) [Line Items] | |||
Debt Instrument, Face Amount | $ 460,000 | $ 460,000 | |
Notes Payable | $ 460,406 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 10, 2022 | Apr. 27, 2022 | Apr. 18, 2022 | Apr. 06, 2022 | Apr. 01, 2022 | Mar. 18, 2022 | Dec. 30, 2021 | Mar. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Apr. 25, 2020 |
Subsequent Events (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,720,000 | |||||||||||
Debt Instrument, Fee | Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior its maturity | |||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 460,000 | ||||||||||
Class of Warrant or Rights, Granted (in Shares) | 92,942 | 6,300,000 | 1,585,000 | |||||||||
Proceeds from Issuance of Debt | $ 850,000 | $ 675,000 | $ 0 | |||||||||
Debt Instrument, Unamortized Discount | $ 671,973 | $ 411,568 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.75 | |||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||
(in Dollars per share) | $ 0.558 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.5 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 637,036 | 637,036 | 1,720,000 | 168,221 | ||||||||
Stock Issued During Period, Value, Other | $ 159,259 | $ 159,259 | ||||||||||
Debt Instrument, Fee | Commitment Fee Shares can be decreased to 266,280 shares ($66,570) if the Company repays the Note on or prior to their maturity | an aggregate initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 722,400 shares ($180,000) if the Company repays the Notes on or prior their maturity | ||||||||||
Debt Instrument, Face Amount | $ 277,777 | $ 277,777 | $ 750,000 | |||||||||
Class of Warrant or Rights, Granted (in Shares) | 277,777 | 277,777 | 750,000 | |||||||||
Proceeds from Issuance of Debt | $ 250,000 | $ 250,000 | ||||||||||
Debt Instrument, Unamortized Discount | $ 27,777 | $ 27,777 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.5 | $ 0.5 | ||||||||||
Debt Instrument, Fee Amount | $ 430,000 | |||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 720,000 | |||||||||||
Diamond Note 2 [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 235,294 | |||||||||||
Class of Warrant or Rights, Granted (in Shares) | 200,000 | |||||||||||
Proceeds from Issuance of Debt | $ 200,000 | |||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Debt Instrument, Maturity Date, Description | maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000 | |||||||||||
Debt, Default Interest Rate | 18.00% | |||||||||||
Diamond Note 2 [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 96,471 | |||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||
(in Dollars per share) | $ 0.5 | |||||||||||
Diamond Note [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 235,294 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Debt Instrument, Maturity Date, Description | maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000 | |||||||||||
Proceeds from Notes Payable | $ 200,000 | |||||||||||
Debt, Default Interest Rate | 18.00% |